A Section 382 Study is a detailed date-by-date analysis of the changes in the percentage ownership of a loss corporation’s 5-percent shareholders over a 3-year testing period. The purpose of a Section 382 Study is to determine whether and when the loss corporation had an “ownership change”.

The purpose of the study is simple: determine whether and when the company triggered Section 382. Without a Section 382 Study, a company is “in the dark” and has no accurate way of determining the amount, if any, of its tax losses that it can use on its tax return.

A Section 382 Study is usually prepared when companies are profitable (or expect to be) and can use their tax losses. It may also be prepared in connection with the due diligence on an M&A transaction if a target company has substantial tax losses, or when a company does an IPO.

Long-Term Tax-Exempt Interest Rates

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

The long-term tax-exempt rate is the highest of the adjusted Federal long-term rates in effect for any month in the 3-calendar-month period ending with the calendar month in which the change date occurs.

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Top accounting firms engage us to review and in some instances, do their most complex Section 382 Studies. CFOs and Tax Directors of public and private companies also rely on us for all phases of a Section 382 Study, including transaction modeling, 5-percent shareholder tracking, and compliance. Whether you need a Section 382 Study, an NOL valuation model, a Section 382(l)(5) vs. (l)(6) comparison, a State NOL/Section 382 analysis, a Section 382 Limitation Calculation, or anything in between, we have the expertise.

Brief Bio

Before starting Section 382 Solutions, I practiced tax law at a law firm in Washington, D.C. and was a Manager in the National Tax Department and Mergers and Acquisitions Tax Group at Ernst & Young, LLP. I hold a J.D. (SUNY Buffalo) and LL.M. (Tax Law) from NYU School of Law and am admitted to practice in both New York State and the District of Columbia.

Along with a team of experienced tax consultants, we provide a suite of easy-to-use products and services that help accounting firms, valuation firms, law firms, and public and private companies comply with one of the most confusing and complicated Federal tax rules — Section 382.

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